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CHAOSCHAOSby0x847dBDEF6B03AAc8be266598928Ca0d994aaA400markredito.eth

The Chaos Agreement

Voting ended over 3 years agoSucceeded

CHAOS

Background

  • Chaos is a collective project at the forefront of music, art, non-fungible tokens (“NFTs”), and the decentralized Internet (“Chaos”).

  • Chaos was initiated by a separate group known as Songcamp (“Songcamp”).

  • Chaos comprises 77 members, including 45 musicians, 9 visual artists, 7 operatives, 6 developers, 5 radio producers, 3 economists, and 2 scribes (the “Members”).

  • Between approximately March 8, 2022 and June 3, 2022, the Members participated in a program called “Camp Chaos” (including a so-called Pre-Camp). In connection with Camp Chaos, the Members worked individually and in collaboration with one another to create musical works (“Songs”), various works of visual art (“Artworks”), and various promotional and other creative materials, including website and so-called “front-end” / user interface (UI) design elements related to the Chaos project (“Collateral”), as well as so-called “back-end” computer code for the benefit of Chaos (“Code”). Songs, Artworks, and Collateral are collectively referred to as “Art”. For the sake of clarity, Art includes all raw materials, stems and visual layers that went into creating the completed assets but excludes any elements that did not end up being used to create completed assets.

  • The Members agreed to use the Art and Code to produce and sell a collection of NFTs associated with the Art (the “Album”).

  • The Members agreed to distribute the proceeds from sales of the NFTs from the Album according to the terms of a document entitled “Value Flow Design.”

  • To further clarify the Members’ rights in Chaos, including the intellectual property rights in the Art and Code, the Members have agreed to the following terms.

Terms

  1. All rights, title and interest in and to the Art shall be the exclusive property of Chaos. The Art shall be deemed a “work made for hire,” as that term is defined in the U.S. Copyright Act, 17 U.S.C. §101, so that Chaos—not any individual Member—shall be deemed the author of all Art. If for whatever reason any Art contributed by a Member does not qualify as a work made for hire, the Member who created such Art hereby irrevocably assigns and transfers to Chaos all rights, title and interest they have in and to such Art.

  2. The Members authorize Chaos to use the Art (including their voice, likeness and/or performance to the extent used in the Art) and Code to mint, market and sell the Album, to promote Chaos and Songcamp, and for any other purpose as determined by the Members.

  3. The Members further authorize Chaos to grant owners of NFTs from the Album a license to download, access, and use the Art associated with their NFT(s) for noncommercial purposes, and to market and sell their NFT(s). The Members may later decide to offer additional rights to NFT owners.

  4. The Members may designate one or more service providers to perform various functions at the direction of, and on behalf of, Chaos. The Members hereby designate Songcamp as a service provider. The Members authorize Songcamp, and grant all rights necessary, including to use the Art and Code, to promote, mint and sell the Album, to distribute the proceeds in accordance with the Value Flow Design and this agreement, and to promote Chaos and other Songcamp projects.

  5. Individual Members may make noncommercial use of any Art they contributed to Chaos.

  6. Individual Members may not make commercial use of any Art, including any Art they contributed (or any other material that is substantially similar to any Art), without Chaos’s prior written approval. The Members may later decide to offer individual Members additional rights to use Art without permission from Chaos. As used in this agreement, “commercial use” means a use primarily intended for, or directed towards, commercial advantage or monetary compensation.

  7. Each Member promises that (a) any Art they contributed to Chaos was their original creation, made in collaboration with one or more other Members, or, to the extent the Art incorporates any third-party materials (e.g., samples) that are not in the public domain, the Member’s use of the materials was expressly authorized by the third party via license or other writing; (b) any Code they contributed to Chaos was their original creation, was made in collaboration with one or more other Members, and/or any third-party code used therein was used with the permission of the third party under an open source or other license; and (c) the use by Chaos, as contemplated by this agreement, of any Art or Code they contributed or authorized Chaos to use, will not violate the intellectual property or other rights of any third party. If this promise turns out to be false and, as a result, a third party asserts a claim for copyright infringement or otherwise, the Member who broke their promise agrees to defend and indemnify Chaos, the other Members, and Songcamp.

  8. If the Members vote to dissolve Chaos, or Chaos stops engaging in any meaningful business or other activity for a period of twelve (12) months, all rights, title and interest in and to each Member’s contribution of Art shall automatically transfer or revert to the respective contributing Member or Members (in the case of a “joint work”). The NFTs and Album shall be unaffected by this provision.

  9. Unless and until the Members agree otherwise, the Members agree to the following governance rules for Chaos:

    • any Member may submit for vote a proposal for use of the Art or Code by the Member or Chaos;

    • each Member shall have one vote (1 person = 1 vote);

    • a quorum requires the participation of at least 40 Members; and

    • to pass, a proposal must be approved by 75% of the voting Members.

This agreement may be executed in counterparts and electronically, including by voting “FOR” the agreement on Snapshot.

Off-Chain Vote

I AGREE TO THESE TERMS
76 CHAOS100%
I DISAGREE TO THESE TERMS
0 CHAOS0%
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Timeline

May 25, 2022Proposal created
May 25, 2022Proposal vote started
May 28, 2022Proposal vote ended
Oct 26, 2023Proposal updated